The short answer
Regulation D is a set of SEC rules that let US companies raise capital privately without registering the offering. Rule 506(b) allows unlimited raising from accredited investors (and up to 35 sophisticated non-accredited ones) without general solicitation; Rule 506(c) allows general solicitation if every buyer is a verified accredited investor; Rule 504 covers smaller offerings.
At a glance
- Term
- Regulation D
- Also known as
- Reg D · Rule 506(b) · Rule 506(c) · Rule 504
- Category
- Registers & filings
- Where it matters
- Company and founder due diligence
Regulation D in practice
Most US venture and private-company rounds rely on Rule 506. Issuers claiming a Regulation D exemption file a Form D notice with the SEC.
Rule 504 is limited to offerings of up to $10 million in a 12-month period and is subject to state securities laws.
Why Regulation D matters
- It explains why private raises leave a public trace on EDGAR.
- The exemption claimed (for example 506(c)) hints at how the round was marketed.
Regulation D in MarketPrior
MarketPrior reads the exemption claimed and the offering figures from each Form D and turns new filings into triggers. Form D data also underpins the outcome forecast, whose figures are published as out-of-time backtests only.